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HomeMy WebLinkAbout022052 RES - 10/11/1994RESOLUTION AUTHORIZING THE EXECUTION OF A TAX ABATEMENT AGREEMENT WITH FIRST DATA CORPORATION WHEREAS, the Texas Property Redevelopment and Tax Abatement Act (the "Act"), Texas Tax Code, Chapter 312, as amended, authorizes the City of Corpus Christi, Texas (the "Governmental Unit") to enter into Tax Abatement Agreements for projects meeting the guidelines and criteria for granting tax abatement, as amended, duly adopted by the Govemmental Unit; and WHEREAS, on October 11, 1994, the City Council of the City established a zone incorporating the area covered by the attached Agreement as a zone eligible for tax abatement in accordance with the provisions of the Act, subject to approval by the Texas Department of Commerce; NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF THE GOVERNMENTAL UNIT, THAT: 1. The Govemmental Unit finds and determines that the terms of the proposed agreement and the property subject to the proposed agreement meet the applicable guidelines and criteria, as amended, adopted by the Governmental Unit, and the Govemmental Unit further determines that the proposed project is feasible and the proposed temporary abatement of taxes will inure to the long term benefit of the Governmental Unit. 2. The execution of the Tax Abatement Agreement attached hereto in substantial form as Exhibit "A" is hereby authorized and approved, subject to the receipt of final approval of the zone by the Texas Department of Commerce. DULY adopted at a regular meeting of the governing body of the Govemmental Unit, on the ( day of ( Lit' if" , 1994. Executed this % day of l / r y , 1994. ATTEST: By: Armando Chapa, City Secretary APPROVED AS TO FORM: By: Jam ray, City Attorne 0: \I I ABATE \FDCRES.249-1 S GOVERNMENTAL UNIT: CITY OF CORPUS CHRISTI, TEXAS '52 td1GRUFILMED THE STATE OF TEXAS COUNTY OF NUECES TAX ABATEMENT AGREEMENT § § This Tax Abatement Agreement (hereinafter referred to as the "Agreement") is made and entered into by and between the CITY OF CORPUS CHRISTI, TEXAS (the "Governmental Unit") and FIRST DATA INTEGRATED SERVICES, INC. (the "Owner"), the owner of taxable property in the City of Corpus Christi, Texas, (the "Property"). I. AUTHORIZATION This Agreement is authorized by the Texas Property Redevelopment and Tax Abatement Act, Texas Tax Code, Chapter 312, as amended (the "Act"), and is subject to the laws of the State of Texas and the charter, ordinances, and orders of the Governmental Unit. II. DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below: A. "Base Year Value" means the assessed value of the Improvements on the Property as certified by the Nueces County Appraisal District as of the January 1 preceding the execution of this Agreement plus the agreed upon value of Improvements made after January 1 but before the execution of this Agreement. B. "Improvements" means the buildings or portions thereof and other improvements, including fixed machinery and equipment, used for commercial or industrial purposes on the Property. C. "Construction Phase" means the period during which a material and substantial improvement of the Property occurs which represents a separate and distinct construction operation undertaken for the purpose of erecting the Improvements. The Construction Phase ends upon the earliest to occur of the following events: (1) when commercial production of a product or provision of a service is achieved at the facility, or (2) when the architect or engineer supervising construction issues a certificate of substantial completion, or some similar instrument, or (3) one (1) year after the date of this Agreement. The determination of the end of the Construction Phase shall be made by the Governmental Unit, in its sole and absolute discretion, based upon the above criteria and such other factors as the Governmental Unit may deem relevant. The determination of the end of the T Construction Phase by the Governmental Unit shall be conclusive, and any judicial review of such determination shall be governed by the substantial evidence rule. D. "Abatement" means the full or partial exemption from ad valorem taxes of the Improvements on certain property in a zone designated for economic development purposes pursuant to the Act. E. "Eligible Property" means the buildings, structures, site improvements, and that office space and related fixed improvements necessary to the operation and administration of the facility to be constructed pursuant to this Agreement. A list of the Eligible Property is set forth in the Project Description which is attached hereto as Exhibit "A" and made a part hereof. During the Construction Phase of the Eligible Property, the Owner may make such change orders to the Eligible Property as are reasonably necessary to accomplish its intended use, provided that no such change order may be made which will change the qualification of the project as a "Facility" under the Guidelines and Criteria for Granting Tax Abatement approved by the Governmental Unit. F. "Ineligible Property" means land; inventories; supplies; tools; furnishings and other forms of movable personal property; vehicles; vessels; aircraft; housing; hotel accommodations; deferred maintenance investments; property to be rented or leased (except this provision shall not apply to the Facility as a whole or any substantial portion thereof if leased by the Owner, or its assigns); improvements for the generation or transmission of electrical energy not wholly consumed by a new facility or expansion; any improvements including those to produce, store or distribute natural gas, fluids or gases, which are not integral to the operation of the facility, property that has an economic life of less than fifteen (15) years; property owned or used by the State of Texas or its political subdivisions or by any organization owned, operated or directed by a political subdivision of the State of Texas; unless any of the above types of property are specifically authorized by the Governmental Unit. G. "Added Value" means the increase in the assessed value of the Eligible Property as a result of "expansion" or "modernization" of an existing facility or construction of a "new facility." It does not mean or include "deferred maintenance." H. "Facility" means a Regional Telecommunications/Data Processing Center Facility or other Authorized Facility approved by the Governmental Unit as set forth in the Guidelines and Criteria for Granting Tax Abatement adopted by the Governmental Unit. I. "School District" means the independent school district which has jurisdiction of the Property. The Guidelines and Criteria for Granting Tax Abatement adopted by the Governmental Unit are incorporated as a part of this Agreement. Except as the same may be modified herein, all definitions set forth therein are applicable to this Agreement. III. PROPERTY The Property is an area within the City of Corpus Christi, Texas, located in whole or in part within the jurisdiction of the Governmental Unit as is more fully described in Exhibit "B" attached hereto and made a part hereof. Said Property is located within a zone for tax abatement established pursuant to -2- r Chapter 312 of the Texas Tax Code, as amended, by the City of Corpus Christi, Texas on August 9, 1994. The Nueces County Appraisal District has established the following values for the Property as of the January 1 valuation date prior to the date of execution of this Agreement. Account No. n/a Personal Property $ n/a Account No. NOT YET AVAILABLE Land $ 500.000.00 Improvements $ 0 The Governmental Unit and the Owner agree that the value of any additions to the Improvements made after January 1 or not otherwise reflected on the above valuation of Improvements is: Additional Improvements: $ 0 Addition of the above amount to the valuation of the Improvements as of the January 1 valuation date prior to the date of execution of this Agreement results in a Base Year Value as follows: Base Year Value: $ 0 IV. TERM OF ABATEMENT AND AGREEMENT The Governmental Unit agrees to abate the ad valorem taxes on the Eligible Property incorporated into the Improvements in accordance with this paragraph and paragraphs V and VI hereof. The Abatement shall be effective with the January 1 valuation date immediately following the date of execution of this Agreement. The Abatement shall continue for up to one (1) year during the period of the Construction Phase and for the next five (5) full tax years thereafter, expiring as of December 31 of such fifth tax year. If the period of the Construction Phase exceeds one (1) year, the Facility shall be considered completed for purposes of Abatement, and in no case shall the period of Abatement inclusive of construction and completion exceed six (6) tax years. The years of Abatement provided herein shall in each instance coincide with the tax year commencing on January 1 and expiring on December 31, and in no event shall the Abatement extend beyond December 31 of the sixth tax year. This Abatement shall also cover as Eligible Property those supplemental improvements to the Eligible Property that are added or constructed during the post -construction five (5) year period of Abatement. In no event, however, shall the total Abatement period for such Eligible Property exceed the maximum six (6) year Abatement period for the entire project as specified herein. -3- V. TAXABILITY During the period that the Abatement is effective, taxes, shall be payable as follows: (1) The value of the land comprising the Property shall be fully taxable; (2) The value of Ineligible Property shall be fully taxable; (3) The Base Year Value of existing Improvements comprising the Property shall be fully taxable; (4) The value of the personal property comprising the Property shall be fully taxable; and (5) The Added Value of Eligible Property made a part of the Improvements shall be abated as set forth in Part VI herein. VI. AMOUNT OF ABATEMENT The Abatement provided by this Agreement shall be based upon the Added Value of Eligible Property made a part of the Improvements as a result of the project. The percentage of tax abated authorized herein shall be phased out in accordance with the following schedule: Year Percentage of Abatement Construction Period 100% (not to exceed 1 year) Year 1 100% Year 2 100% Year 3 100% Year 4 100% Year 5 100% In the event the Added Value caused by the Project is Tess than $2.0 million, no abatement shall be granted. At the time of execution of this Agreement, the Owner reasonably estimates and represents to the Governmental Unit that the Added Value upon completion of the Construction Phase shall be: $ 4.000.000.00 ("Estimated Added Value"). In the event the Added Value, as determined by the Nueces County Appraisal District, upon completion of the Construction Phase shall at any time thereafter during the term of this Agreement be less than Estimated Added Value to the extent that the percentage of Abatement shall be less than the percentage applied during the Construction Phase, the amount of Abatement shall be immediately adjusted and any taxes previously abated shall be subject to recapture as provided in Part VIII herein. In the event that upon completion of the Construction Phase the Added Value, as determined by said Appraisal District, shall at any time thereafter during the period of Abatement be less than eight -five percent (85 %) of the Estimated Added Value, not due to circumstances beyond the control of Owner, the -4- Owner agrees to pay, as additional taxes hereunder, an amount equal to the then current tax rate of the Governmental Unit applied to the difference between the Added Value from eighty-five percent (85%) of the Estimated Added Value, multiplied by 100% minus the net percentage of Abatement provided under this Agreement. For the purposes of this provision, the term "circumstances beyond the control of Owner" shall include casualty losses, national economic factors, shutdowns due to governmental regulations, strikes, acts of war, and the like. The formula for calculating such additional tax is outlined as follows: [Tax Rate] x [(85% of Est. Added Value - Actual AV) x (100% - Abatement%)] = Additional Tax VII. CONTEMPLATED IMPROVEMENTS Owner represents that it will build a facility at the cost, for the purpose, and in the manner as set forth in the Project Description attached as Exhibit "A". During the Construction Phase, the Owner may make such change orders to the project as are reasonably necessary, provided that no such change order may be made which will change the qualification of the project as a "Facility" under the Guidelines for Granting Tax Abatement approved by the Governmental Unit. All improvements shall be completed in accordance with all applicable laws, ordinances, rules or regulations. During the term of this Agreement, use of the Property shall be limited to operation of the Facility described in the Project Description consistent with the general purpose of encouraging development or redevelopment of the zone during the period of this Agreement. Owner represents and warrants that this project will add at least 625 additional permanent or full- time operating or contract employees to the project site. The project is not expected to solely or primarily have the effect of transferring employment from one part of Nueces County to another. VIII. EVENTS OF DEFAULT AND RECAPTURE A. Discontinued or Reduced Operation During Term of Agreement. In the event that the facility is completed and begins operation but subsequently discontinues operation or in the event the minimum number of 625 new jobs as required above is not created and maintained, for any reason except fire, explosion or other casualty or accident or natural disaster for a period of one year during the term of the Agreement, the Agreement may be terminated by the Governmental Unit and all taxes previously abated by virtue of the Agreement will be recaptured and paid within 60 days of the termination. Penalty and interest shall not begin to accrue upon such sum until the first day of the month following such sixty (60) day notice, at which time penalty and interest shall accrue in accord with the laws of the State of Texas. B. Delinquent Taxes. In the event that the Owner allows its ad valorem taxes to become delinquent and fails to timely and properly follow the legal procedures for their protest and/or contest, this Agreement shall terminate and so shall the abatement of the taxes for the calendar year of the delinquency. The total taxes assessed without abatement for that calendar year shall be paid within 60 days from the date of termination. Penalty and interest shall not begin to accrue on the additional amount of taxes due as the result of recapture under this provision until the first day of the month following such sixty (60) day notice, at which time penalty and interest shall accrue in accord with the laws of the State of Texas. Penalty and interest on the amount of taxes originally levied based upon the Abatement shall, of course, begin to accrue as of the date such taxes were due in accord with the laws of the State of Texas. -5- r r C. Notice of Default. Should the Governmental Unit determine that the Owner is in default according to the terms and conditions of this Agreement, it shall notify the Owner that if such default is not cured within 60 days from the date of such notice ("Cure Period"), then this Agreement may be terminated. In the event the Owner fails to cure said default during the Cure Period, this Agreement may be terminated and the taxes abated by virtue of the Agreement will be recaptured and paid as provided herein. D. Actual Added Value. Should the Nueces County Appraisal District determine that the total level of Added Value during any year of the term of this Agreement after completion of the Construction Phase is lower than the Estimated Added Value such that a lower percentage of Abatement is applicable, for each year during which an Abatement has been granted the difference between the tax abated and the tax which should have been abated based upon the actual Added Value shall be determined by the Governmental Unit and paid within 60 days of notification to the Owner of such determination. Penalty and interest shall not begin to accrue upon such sum until the first day of the month following such sixty (60) day notice, at which time penalty and interest shall accrue in accord with the laws of the State of Texas. E. Reduction in Rollback Tax Rate. If during any year of the period of Abatement any portion of the abated value is added to the current total value of the Governmental Unit but is not treated as "new property value" (as defined in Section 26.012 (17) of the Texas Tax Code) for the purpose of establishing the "effective maintenance rate" in calculating the "rollback tax rate" in accord with Section 26.04 (c) (2) of the Texas Tax Code and if the Governmental Unit's budget calculations indicate that a tax rate in excess of the "rollback tax rate" is required to fund the operations of the Governmental Unit for the succeeding year, then the Governmental Unit shall recapture from the Owner a tax in an amount equal to the lesser of the following: (1) The amount of the taxes abated for that year by the Governmental Unit with respect to the Property. (2) The amount obtained by subtracting the rollback tax rate computed without the abated property value being treated as new property value from the rollback tax rate computed with the abated property value being treated as new property value and multiplying the difference by the total assessed value of the Governmental Unit. If the Governmental Unit has granted an abatement of taxes to more than one taxpayer, then the amount of the recapture calculated in accord with subparagraph (2) above shall be prorated on the basis of the value of the abatement with respect to each taxpayer. This event shall not constitute a "default" under this Agreement, and the sixty (60) day Cure Period provided above shall not apply. Such recaptured taxes must be paid within thirty (30) days after notice thereof has been given to the Owner. Penalty and interest shall not begin to accrue upon such sum until the first day of the month following such thirty (30) day notice, at which time penalty and interest shall accrue in accord with the laws of the State of Texas. F. Continuation of Tax Lien. The amount of tax abated each year under the terms of this Agreement shall be secured by a first and prior tax lien which shall continue in existence from year to year until such time as this Agreement between the Governmental Unit and Owner is fully performed by Owner, or until all taxes, whether assessed or recaptured, are paid in full. -6- If the Governmental Unit terminates this Agreement pursuant to this paragraph VIII, it shall provide Owner written notice of such termination. If Owner believes that such termination was improper, Owner may file suit in the Nueces County district courts appealing such termination within sixty (60) days after the written notice of the termination by the Governmental Unit. If an appeal suit is filed, Owner shall remit to the Governmental Unit, within such sixty (60) days after the notice of termination, any additional and/or recaptured taxes as may be payable during the pendency of the litigation pursuant to the payment provisions of Section 42.08, Texas Tax Code. If the final determination of the appeal increases Owner's tax liability above the amount of tax paid, Owner shall remit the additional tax to the Governmental Unit pursuant to Section 42.42, Texas Tax Code. If the final determination of the appeal decreases Owner's tax liability, the Governmental Unit shall refund the Owner the difference between the amount of tax paid and the amount of tax for which Owner is liable pursuant to Section 42.43, Texas Tax Code. IX. ADMINISTRATION Inspections. The Owner shall allow employees and/or representatives of the Governmental Unit to have access to the Property during the term of this Agreement to inspect the Facility to determine compliance with the terms and conditions of this Agreement. All inspections will be made only after the giving of twenty-four (24) hours prior notice and will only be conducted in such manner as to not unreasonably interfere with the construction and/or operation of the Facility. All inspections will be made with one or more representatives of the Owner and in accordance with Owner's safety standards. Appraisals. The Chief Appraiser of the Nueces County Appraisal District shall annually determine (i) the taxable value of the real and personal property comprising the Property taking into consideration the Abatement provided by this Agreement, and (ii) the full taxable value without Abatement of the real and personal property comprising the Property. The Chief Appraiser shall record both the abated taxable value and the full taxable value in the appraisal records. The full taxable value figure listed in the appraisal records shall be used to compute the amount of abated taxes that are required to be recaptured and paid in the event this Agreement is terminated in a manner that results in recapture. Each year the Owner shall furnish the Chief Appraiser with such information outlined in Chapter 22, Texas Tax Code, as amended, as may be necessary for the administration of the Agreement specified herein. Annual Reports. During the initial four years of the term of property tax abatement, the Owner shall provide to the Governmental Unit an annual report on the abatement project. The annual report shall cover those items listed on Schedule 1 attached hereto in order to document the efforts of the Owner to acquire goods and services on a local basis. Such annual report shall be prepared on a calendar year basis and shall be submitted to the Governmental Unit no later than ninety (90) days following the end of each such calendar year. The annual report shall be accompanied by an audit letter prepared by an independent accounting firm which has reviewed the report. "Buy Local" Provision. The Owner additionally agrees to give preference and priority to local manufacturers, suppliers, contractors and labor, except where not reasonably possible to do so without added expense, substantial inconvenience, or sacrifice in operating efficiency. In any such exception cases involving purchases over $10,000.00 a justification for such purchase shall be included in the annual report. The Owner further acknowledges that it is a legal and moral obligation of persons receiving property tax abatements to favor local manufacturers, suppliers, contractors and labor, all other factors being equal. For the purposes of this provision, the term "local" as used to describe manufacturers, suppliers, contractors and labor shall include firms, businesses, and persons who reside in or maintain an office in either Nueces County or San Patricio County. In the event of a breach of the buy -local -7- provision, the percentage of abatement shall be proportionately reduced equal to the amount the disqualified contract bears to the total construction cost for the project. X. ASSIGNMENT The Owner may assign this Agreement to any one or more corporation(s), 50% or more of the outstanding voting securities of which are owned, directly or indirectly, by one of the Owners, or any partnership(s) or limited parmership(s) in which an Owner, or a subsidiary of an Owner, is a general partner. The Owner may assign this Agreement to any other new owner or lessee of the Facility with the prior written consent of the Governmental Unit, which consent shall not be unreasonably withheld. Any assignment shall provide that the assignee shall irrevocably and unconditionally assume all the duties and obligations of the assignor and become the Owner upon the same terms and conditions as set out in this Agreement. In the event more than one entity is Owner hereunder, the obligations of said entities shall be joint and several. Any assignment of this Agreement shall be to an entity that will provide substantially the same improvements to the Property, except to the extent such improvements have been completed. No assignment shall be approved if the Owner or any assignee are indebted to the Governmental Unit for ad valorem taxes or other obligations. XI. NOTICES Any notice required to be given under the provisions of this Agreement shall be in writing and shall be duly served when it shall have been deposited, with the proper postage prepaid thereon, and duly registered or certified, return receipt requested, with the United States Postal Service, addressed to the Governmental Unit or Owner at the following addresses. If mailed, any notice or communication shall be deemed to be received three days after the date of deposit in the United States Mail. Unless otherwise provided in this Agreement, all notices shall be delivered to the following addresses: To the Governmental Unit: CITY OF CORPUS CHRISTI, TEXAS 1201 Leopard Street P. O. Box 9277 Corpus Christi, Texas 78469 To the Owner: Attn: City Manager FIRST DATA INTEGRATED SERVICES,INC. 2301 North 117th Street Omaha, Nebraska 68164 Attn: Property Tax Department Either party may designate a different address by giving the other party ten days' written notice. -8- This Agreement has been executed by the parties in multiple originals or counterparts, each having full force and effect. Executed this _ day of ATTEST: , 1994. GOVERNMENTAL UNIT: CITY OF CORPUS CHRISTI, TEXAS By: By: Armando Chapa, City Secretary Juan Garza, City Manager APPROVED AS TO FORM: By: Jam 7R Bray, City A OWNER: ATTEST: FIRST DATA INTEGRATED SERVICES, INC. By: By: Name: Name: Title: Title: 0: \ 11 \ ABATEUGMTFDC .CC -9- SCHEDULE "Buy Local" Annual Reports The following information shall be reported to the Governmental Unit on a calendar -year basis during the first four years of the tax abatement program: 1. Dollar amount spent for materials* (local). 2. Dollar amount spent for materials* (total). 3. Dollar amount spent for labor** (local). 4. Dollar amount spent for labor** (total). 5. Number of jobs created in the construction project (local). 6. Number of jobs created in the construction project (total). 7. Number of jobs created on a permanent basis (local). 8. Number of jobs created on a permanent basis (total). * "Materials" is defined to include all materials used in excavation, site improvement, demolition, concrete, structural steel, fire proofing, piping, electrical, instruments, paintings and scaffolding, insulation, temporary construction facilities, supplies, equipment rental in construction, small tools and consumables. This term does not include major items of machinery and equipment not readily -available locally. ** "Labor" is defined to include all labor in connection with the excavation, site improvement, demolition, concrete construction, structural steel, fire proofing, equipment placement, piping, electrical, instruments, painting and scaffolding, insulation, construction services, craft benefits, payroll burdens, and related labor expenses. This term does not include engineering services in connection with the project design. The term "local" as used to describe manufacturers, suppliers, contractors and labor shall include firms, businesses, and persons who reside in or maintain an office in either Nueces County or San Patricio County. OA11 WBATEISCHEDULE.1 T -10- EXHIBIT A First Data Corporation will build a 57,600 -square -foot facility on Lot 1, Block 4, South Padre, Unit 2 located east of Padre Island Drive and along the east side of Opportunity Drive, Corpus Christi, Nueces County, Texas. The Facility will house a voice operations center with 400 production work stations and 80 training work stations. Layout includes approximately 25 individual offices and various support departments including Employment, Human Resources, Quality Assurance, and an equipment room. Both a non-smoking breakroom as well as several conference/meeting rooms will be provided. Nearly the entire facility will be carpeted, exceptions being the storage area, equipment room and restroom. Improvements include: a UPS and generator system, terminals and PCs, cabling, miscellaneous office equipment, lockers, breakroom and office furniture, systems furniture, adjustable chairs, PEX and telephones, security cameras, time clocks, etc. The Parking lot will accommodate approximately 750 stalls. Windows will provide views from three sides of facility. A service drive will be created in the rear of the facility to facilitate deliveries. Service Description: Operator and customer services are provided on behalf of telecommunications carriers. Calls are routed to this business location from various domestic and international locations. Operator services are typically required when a caller wishes to bill a call to a calling card or place a collect, third - party or person-to-person call. Callers may contact this business to acquire dialing assistance, directory assistance, general information or customer service assistance including billing credits, rate information, reporting of system/network problems, etc. The above services are provided in a number of languages. Translation, transcription and telerelay services are also provided. O:\1 iv.Trn9.94\ExHzBrr.u7-15 EXHIBIT B Lot One (1), Block Four (4), 100 South Padre Unit 2, a subdivision of the City of Corpus Christi, Texas according to map or plat there- of recorded at Volume 56, Pages 100-101 of the Map Records of Nueces County, Texas. Corpus Christi, Texas day of C C? 1/26, 19 -�� The above resolution was passed by the following vote: Mary Rhodes Dr. Jack Best Melody Cooper Cezar Galindo Betty Jean Longoria Edward A. Martin Dr. David McNichols David Noyola Clif Moss \fora.\066 T jtu '22152